Exhibit 5






                                                    May 14, 1997


W. R. Grace & Co.
One Town Center Road
Boca Raton, Florida 33486-1010

Ladies and Gentlemen:

                  You have asked me, as General Counsel of W. R. Grace & Co., a
Delaware corporation ("Company"), to render my opinion regarding certain
matters in connection with a Registration Statement on Form S-8 ("Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933 covering 200,000 shares ("Shares")
of the Common Stock, par value $0.01 per share, of the Company issuable
pursuant to the Company's 1997 Stock Plan for Nonemployee Directors ("Plan").

                  I have examined, or caused to be examined, the Certificate of
Incorporation and By-laws of the Company, as amended to date, the records of
its corporate proceedings, the Plan, the Registration Statement and such other
documents as I have deemed necessary in connection with the opinion hereinafter
expressed.

                  Based on the foregoing, I am of the opinion that the Shares,
when issued in accordance with the terms of the Plan, will be validly issued
and outstanding, fully paid and nonassessable shares of the Company's Common
Stock.

                  I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.

                                                    Very truly yours,

                                                    /s/ROBERT H. BEBER